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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. #1)
The
Children’s Place Retail Stores, Inc.
(Name
of Issuer)
Common
Stock, $0.10 par value
(Title
of Class Securities)
168905107
(CUSIP
Number)
D.
E. Shaw Laminar Portfolios, L.L.C.
Attn: Compliance
Department
120
West Forty-Fifth Street
Floor
39, Tower 45
New
York, NY 10036
212-478-0000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communication)
Copies
to:
Christopher
Boies, Esq.
Boies,
Schiller & Flexner LLP
575
Lexington Avenue
New
York, NY 10022
212-446-2300
August
24, 2007
(Date
of Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the
following box. x
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See ss.240.13d-7 for other parties
to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934,
as amended (the “Act”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see
the Notes).
|
CUSIP
No. 168905107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
D.
E. Shaw Laminar Portfolios, L.L.C.
FEIN
01-0577802
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
WC
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
|||
| o | ||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
||
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
1,130,714
|
||
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
||
|
10
|
Shared
Dispositive Power
1,130,714
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,130,714
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|||
| o | ||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
3.9%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|||
|
CUSIP
No. 168905107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
D.
E. Shaw Valence Portfolios, L.L.C.
FEIN
13-4046559
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)o
(b)o
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
WC
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
|||
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
||
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
55,600
|
||
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
||
|
10
|
Shared
Dispositive Power
55,600
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
55,6001
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|||
|
o
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
0.2%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|||
1
The 55,600 Common
Shares set forth above constitute 55,600 Common Shares which Valence has
the right to acquire through the exercise of listed call
options.
|
CUSIP
No. 168905107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
D.
E. Shaw & Co., L.L.C.
FEIN
13-3799946
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)o
(b)o
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
AF
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
|||
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
||
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
1,130,714
|
||
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
||
|
10
|
Shared
Dispositive Power
1,130,714
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,130,714
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|||
|
o
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
3.9%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|||
|
CUSIP
No. 168905107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
D.
E. Shaw & Co., L.P.
FEIN
13-3695715
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)o
(b)o
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
AF
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
|||
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
||
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
1,186,314
|
||
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
||
|
10
|
Shared
Dispositive Power
1,186,314
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,186,314
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|||
|
o
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
4.1%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
IA,
PN
|
|||
|
CUSIP
No. 168905107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
David
E. Shaw
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)o
(b)o
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
AF
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
|||
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
|
7
|
Sole
Voting Power
-0-
|
||
|
Owned
by
Each
Reporting
|
8
|
Shared
Voting Power
1,186,314
|
||
|
Person
With
|
9
|
Sole
Dispositive Power
-0-
|
||
|
10
|
Shared
Dispositive Power
1,186,314
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,186,314
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|||
|
o
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
4.1%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
|||
Amendment
No. 1 to Schedule 13D
This
Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed
with the Securities and Exchange Commission on July 23, 2007 (the “Original
Schedule 13D”). Capitalized terms used herein which are not defined
have the meanings given to such terms in the Original Schedule
13D. Except otherwise provided herein, all Items of the Original
Schedule 13D remain unchanged.
|
Item
5.
|
Interest
in Securities of the Issuer
|
||
|
Item
5 of the Original Schedule 13D is hereby amended and restated in
its
entirety as follows:
|
|||
|
(a),
(b) Based upon the Issuer’s Form 10-Q, filed with the Securities and
Exchange Commission on June 6, 2006, there were 28,721,213 Common
Shares
issued and outstanding as of April 29, 2006. The 1,130,714
Common Shares beneficially owned by Laminar (the “Laminar Shares”)
represent approximately 3.9% of the Common Shares issued and
outstanding. The 55,600 Common Shares beneficially owned
by Valence (the “Valence Shares”) represent approximately 0.2% of the
Common Shares issued and outstanding.1 Laminar has the power
to vote
or to direct the vote of (and the power to dispose or direct
the
disposition of) the Laminar Shares. Valence has the power to
vote or to
direct the vote of (and the power to dispose or direct the disposition
of)
the Valence Shares. Laminar disclaims beneficial ownership of the
Valence Shares, and Valence disclaims beneficial ownership of
the Laminar
Shares.
|
|||
|
DESCO
LP, as Laminar’s and Valence’s investment adviser, may be deemed to have
the shared power to vote or direct the vote of (and the shared
power to
dispose or direct the disposition of) the Laminar Shares and Valence
Shares. DESCO LLC, as Laminar’s managing member, may be deemed to have the
shared power to vote or direct the vote of (and the shared power
to
dispose or direct the disposition of) the Laminar Shares. As
managing member of DESCO LLC, DESCO II, Inc., may be deemed to
have the
shared power to vote or to direct the vote of (and the shared power
to
dispose or direct the disposition of) the Laminar Shares. As general
partner of DESCO LP, DESCO, Inc., may be deemed to have the shared
power
to vote or to direct the vote of (and the shared power to dispose
or
direct the disposition of) the Laminar Shares and the Valence Shares.
None
of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc., owns any
Common
Shares directly, and each such entity disclaims beneficial ownership
of
the Laminar Shares and Valence Shares.
|
|||
|
David
E. Shaw does not own any shares directly. By virtue of David E.
Shaw’s
position as President and sole shareholder of DESCO Inc., which
is the
general partner of DESCO LP, which in turn is the managing member
and
investment adviser of Valence and the investment adviser of Laminar,
and
by virtue of David E. Shaw’s position as President and sole shareholder of
DESCO II, Inc., which is the managing member of DESCO LLC, which
in turn
is the managing member of Laminar, David E. Shaw may be deemed
to have the
shared power to vote or direct the vote of, and the shared power
to
dispose or direct the disposition of, the Laminar Shares and the
Valence
Shares, constituting 4.13% of the Common Shares and, therefore,
David E.
Shaw may be deemed to be the beneficial owner of the Laminar Shares
and
the Valence Shares. David E. Shaw disclaims beneficial
ownership of the Laminar Shares and the Valence Shares.
|
|||
|
As
of the date hereof, neither any Reporting Person nor, to the
best
knowledge of any Reporting Person, any of the persons set forth
in Item 2
owns any Common Shares other than those set forth in this Item
5.
|
|||
|
(c)
The trading dates, number of Common Shares purchased or sold
and the price
per share for all transactions by the Reporting Persons in the
Common
Shares since July 23, 2007 (the date of the Original Schedule
13D), which
were all brokered transactions, are set forth
below:
|
|||
2 The 55,600
Common Shares set
forth above constitute 55,600 Common Shares which Valence has the right to
acquire through the exercise of listed call options.
|
Name
|
Date
|
Number
of Shares
Purchase/(Sold)
|
Price
per
Share
|
|
Valence
|
7/25/2007
|
(300)
|
$39.400
|
|
Valence
|
7/25/2007
|
(500)
|
$39.490
|
|
Valence
|
7/25/2007
|
(700)
|
$39.500
|
|
Valence
|
7/25/2007
|
(400)
|
$39.540
|
|
Valence
|
7/25/2007
|
(700)
|
$39.560
|
|
Valence
|
7/25/2007
|
(200)
|
$39.580
|
|
Valence
|
7/25/2007
|
(300)
|
$39.590
|
|
Valence
|
7/25/2007
|
(300)
|
$39.630
|
|
Valence
|
7/25/2007
|
(100)
|
$39.650
|
|
Valence
|
7/25/2007
|
(500)
|
$40.060
|
|
Valence
|
7/25/2007
|
(100)
|
$40.090
|
|
Valence
|
7/25/2007
|
(200)
|
$40.100
|
|
Valence
|
7/25/2007
|
(100)
|
$40.120
|
|
Valence
|
7/25/2007
|
(500)
|
$40.130
|
|
Valence
|
7/25/2007
|
(100)
|
$40.140
|
|
Valence
|
7/25/2007
|
(200)
|
$40.150
|
|
Valence
|
7/25/2007
|
(300)
|
$40.160
|
|
Valence
|
7/25/2007
|
(600)
|
$40.180
|
|
Valence
|
7/25/2007
|
(100)
|
$40.220
|
|
Valence
|
7/30/2007
|
(19,400)
|
$60.000
|
|
Valence
|
7/31/2007
|
300
|
$34.290
|
|
Valence
|
7/31/2007
|
400
|
$34.300
|
|
Valence
|
7/31/2007
|
500
|
$34.430
|
|
Valence
|
7/31/2007
|
400
|
$34.460
|
|
Valence
|
7/31/2007
|
300
|
$34.480
|
|
Valence
|
7/31/2007
|
600
|
$34.710
|
|
Valence
|
7/31/2007
|
400
|
$34.740
|
|
Valence
|
7/31/2007
|
100
|
$34.820
|
|
Valence
|
7/31/2007
|
400
|
$34.900
|
|
Valence
|
7/31/2007
|
400
|
$34.970
|
|
Valence
|
7/31/2007
|
300
|
$35.040
|
|
Valence
|
7/31/2007
|
500
|
$35.070
|
|
Valence
|
7/31/2007
|
600
|
$35.080
|
|
Valence
|
7/31/2007
|
200
|
$35.090
|
|
Valence
|
7/31/2007
|
400
|
$35.120
|
|
Valence
|
7/31/2007
|
300
|
$35.180
|
|
Valence
|
7/31/2007
|
100
|
$35.230
|
|
Valence
|
7/31/2007
|
400
|
$35.259
|
|
Valence
|
7/31/2007
|
200
|
$35.270
|
|
Valence
|
7/31/2007
|
800
|
$35.290
|
|
Valence
|
8/1/2007
|
500
|
$32.840
|
|
Valence
|
8/1/2007
|
800
|
$32.920
|
|
Valence
|
8/1/2007
|
300
|
$32.950
|
|
Valence
|
8/1/2007
|
(1,000)
|
$55.000
|
|
Valence
|
8/2/2007
|
(200)
|
$33.450
|
|
Valence
|
8/2/2007
|
(100)
|
$33.480
|
|
Valence
|
8/2/2007
|
(200)
|
$33.600
|
|
Valence
|
8/2/2007
|
(504)
|
$33.660
|
|
Valence
|
8/2/2007
|
(300)
|
$33.680
|
|
Valence
|
8/2/2007
|
(200)
|
$33.760
|
|
Valence
|
8/2/2007
|
(300)
|
$33.930
|
|
Valence
|
8/3/2007
|
(600)
|
$32.310
|
|
Valence
|
8/3/2007
|
(400)
|
$32.370
|
|
Valence
|
8/7/2007
|
700
|
$50.000
|
|
Valence
|
8/8/2007
|
300
|
$31.700
|
|
Valence
|
8/8/2007
|
400
|
$31.970
|
|
Valence
|
8/8/2007
|
300
|
$32.040
|
|
Valence
|
8/8/2007
|
600
|
$32.090
|
|
Valence
|
8/8/2007
|
100
|
$32.120
|
|
Valence
|
8/8/2007
|
900
|
$32.150
|
|
Valence
|
8/8/2007
|
(300)
|
$32.330
|
|
Valence
|
8/8/2007
|
(1,075)
|
$32.520
|
|
Valence
|
8/8/2007
|
(500)
|
$32.530
|
|
Valence
|
8/8/2007
|
(100)
|
$32.550
|
|
Valence
|
8/9/2007
|
1,200
|
$31.774
|
|
Valence
|
8/9/2007
|
100
|
$32.390
|
|
Valence
|
8/9/2007
|
400
|
$33.710
|
|
Valence
|
8/9/2007
|
1,200
|
$33.720
|
|
Valence
|
8/9/2007
|
300
|
$33.730
|
|
Valence
|
8/9/2007
|
100
|
$33.770
|
|
Valence
|
8/9/2007
|
400
|
$33.800
|
|
Valence
|
8/9/2007
|
600
|
$33.830
|
|
Valence
|
8/9/2007
|
600
|
$33.840
|
|
Valence
|
8/9/2007
|
1,000
|
$33.850
|
|
Valence
|
8/9/2007
|
300
|
$33.920
|
|
Valence
|
8/9/2007
|
300
|
$33.940
|
|
Valence
|
8/9/2007
|
300
|
$33.950
|
|
Valence
|
8/9/2007
|
600
|
$33.960
|
|
Valence
|
8/9/2007
|
200
|
$34.020
|
|
Valence
|
8/9/2007
|
300
|
$34.090
|
|
Valence
|
8/9/2007
|
200
|
$34.100
|
|
Valence
|
8/9/2007
|
100
|
$34.110
|
|
Valence
|
8/9/2007
|
100
|
$34.140
|
|
Valence
|
8/9/2007
|
200
|
$34.160
|
|
Valence
|
8/9/2007
|
1,300
|
$34.180
|
|
Valence
|
8/9/2007
|
200
|
$34.185
|
|
Valence
|
8/9/2007
|
600
|
$34.190
|
|
Valence
|
8/9/2007
|
200
|
$34.200
|
|
Valence
|
8/9/2007
|
600
|
$34.210
|
|
Valence
|
8/9/2007
|
600
|
$34.212
|
|
Valence
|
8/9/2007
|
500
|
$34.230
|
|
Valence
|
8/9/2007
|
300
|
$34.240
|
|
Valence
|
8/9/2007
|
700
|
$34.280
|
|
Valence
|
8/9/2007
|
700
|
$34.290
|
|
Valence
|
8/9/2007
|
1,100
|
$34.300
|
|
Valence
|
8/9/2007
|
100
|
$34.330
|
|
Valence
|
8/9/2007
|
200
|
$34.340
|
|
Valence
|
8/9/2007
|
200
|
$34.380
|
|
Valence
|
8/9/2007
|
600
|
$34.390
|
|
Valence
|
8/9/2007
|
800
|
$34.400
|
|
Valence
|
8/9/2007
|
200
|
$34.405
|
|
Valence
|
8/9/2007
|
500
|
$34.406
|
|
Valence
|
8/9/2007
|
800
|
$34.408
|
|
Valence
|
8/9/2007
|
1,700
|
$34.410
|
|
Valence
|
8/9/2007
|
300
|
$34.420
|
|
Valence
|
8/9/2007
|
300
|
$34.427
|
|
Valence
|
8/9/2007
|
2,300
|
$34.430
|
|
Valence
|
8/9/2007
|
1,000
|
$34.435
|
|
Valence
|
8/9/2007
|
500
|
$34.436
|
|
Valence
|
8/9/2007
|
300
|
$34.440
|
|
Valence
|
8/9/2007
|
300
|
$34.447
|
|
Valence
|
8/9/2007
|
1,100
|
$34.450
|
|
Valence
|
8/9/2007
|
200
|
$34.470
|
|
Valence
|
8/9/2007
|
400
|
$34.490
|
|
Valence
|
8/9/2007
|
500
|
$34.530
|
|
Valence
|
8/9/2007
|
200
|
$34.550
|
|
Valence
|
8/9/2007
|
1,000
|
$34.590
|
|
Valence
|
8/9/2007
|
100
|
$34.600
|
|
Valence
|
8/9/2007
|
1,500
|
$34.610
|
|
Valence
|
8/9/2007
|
500
|
$34.620
|
|
Valence
|
8/9/2007
|
200
|
$34.625
|
|
Valence
|
8/9/2007
|
600
|
$34.630
|
|
Valence
|
8/9/2007
|
100
|
$34.640
|
|
Valence
|
8/9/2007
|
500
|
$34.646
|
|
Valence
|
8/9/2007
|
100
|
$34.660
|
|
Valence
|
8/9/2007
|
500
|
$34.670
|
|
Valence
|
8/9/2007
|
1,400
|
$34.690
|
|
Valence
|
8/10/2007
|
400
|
$30.310
|
|
Valence
|
8/10/2007
|
900
|
$30.380
|
|
Valence
|
8/10/2007
|
500
|
$30.400
|
|
Valence
|
8/10/2007
|
300
|
$30.420
|
|
Valence
|
8/10/2007
|
400
|
$30.570
|
|
Valence
|
8/10/2007
|
300
|
$30.580
|
|
Valence
|
8/10/2007
|
500
|
$30.590
|
|
Valence
|
8/10/2007
|
300
|
$30.600
|
|
Valence
|
8/10/2007
|
500
|
$30.630
|
|
Valence
|
8/10/2007
|
200
|
$30.638
|
|
Valence
|
8/10/2007
|
300
|
$30.660
|
|
Valence
|
8/10/2007
|
200
|
$30.710
|
|
Valence
|
8/10/2007
|
1,100
|
$30.735
|
|
Valence
|
8/10/2007
|
400
|
$30.755
|
|
Valence
|
8/10/2007
|
1,000
|
$30.790
|
|
Valence
|
8/10/2007
|
300
|
$30.800
|
|
Valence
|
8/10/2007
|
600
|
$30.820
|
|
Valence
|
8/10/2007
|
400
|
$30.828
|
|
Valence
|
8/10/2007
|
200
|
$30.830
|
|
Valence
|
8/10/2007
|
500
|
$30.840
|
|
Valence
|
8/10/2007
|
300
|
$30.843
|
|
Valence
|
8/10/2007
|
1,000
|
$30.860
|
|
Valence
|
8/10/2007
|
200
|
$30.870
|
|
Valence
|
8/10/2007
|
200
|
$30.900
|
|
Valence
|
8/10/2007
|
600
|
$30.910
|
|
Valence
|
8/10/2007
|
100
|
$30.920
|
|
Valence
|
8/10/2007
|
200
|
$30.960
|
|
Valence
|
8/10/2007
|
100
|
$30.980
|
|
Valence
|
8/10/2007
|
2,000
|
$31.000
|
|
Valence
|
8/10/2007
|
600
|
$31.028
|
|
Valence
|
8/10/2007
|
500
|
$31.030
|
|
Valence
|
8/10/2007
|
800
|
$31.068
|
|
Valence
|
8/10/2007
|
800
|
$31.080
|
|
Valence
|
8/10/2007
|
400
|
$31.110
|
|
Valence
|
8/10/2007
|
1,200
|
$31.140
|
|
Valence
|
8/10/2007
|
300
|
$31.210
|
|
Valence
|
8/13/2007
|
20,900
|
$50.000
|
|
Valence
|
8/15/2007
|
(1,100)
|
$31.120
|
|
Valence
|
8/15/2007
|
(300)
|
$31.160
|
|
Valence
|
8/15/2007
|
(400)
|
$31.190
|
|
Valence
|
8/15/2007
|
(900)
|
$31.210
|
|
Valence
|
8/15/2007
|
1,200
|
$31.220
|
|
Valence
|
8/15/2007
|
(100)
|
$31.230
|
|
Valence
|
8/15/2007
|
(100)
|
$31.250
|
|
Valence
|
8/15/2007
|
(200)
|
$31.260
|
|
Valence
|
8/15/2007
|
(300)
|
$31.310
|
|
Valence
|
8/15/2007
|
(400)
|
$31.330
|
|
Valence
|
8/15/2007
|
(300)
|
$31.350
|
|
Valence
|
8/15/2007
|
(900)
|
$31.380
|
|
Valence
|
8/15/2007
|
(300)
|
$31.390
|
|
Valence
|
8/15/2007
|
(200)
|
$31.420
|
|
Valence
|
8/15/2007
|
(600)
|
$31.440
|
|
Valence
|
8/15/2007
|
(200)
|
$31.450
|
|
Valence
|
8/15/2007
|
(200)
|
$31.490
|
|
Valence
|
8/15/2007
|
(33)
|
$31.500
|
|
Valence
|
8/15/2007
|
(600)
|
$31.550
|
|
Valence
|
8/15/2007
|
(300)
|
$31.580
|
|
Valence
|
8/15/2007
|
(400)
|
$31.590
|
|
Valence
|
8/15/2007
|
(200)
|
$31.600
|
|
Valence
|
8/15/2007
|
(800)
|
$31.660
|
|
Valence
|
8/15/2007
|
(200)
|
$31.670
|
|
Valence
|
8/15/2007
|
(1,100)
|
$31.690
|
|
Valence
|
8/15/2007
|
(100)
|
$31.710
|
|
Valence
|
8/15/2007
|
(700)
|
$31.760
|
|
Valence
|
8/15/2007
|
(200)
|
$31.780
|
|
Valence
|
8/15/2007
|
(500)
|
$31.940
|
|
Valence
|
8/16/2007
|
(400)
|
$30.850
|
|
Valence
|
8/16/2007
|
(300)
|
$30.860
|
|
Valence
|
8/16/2007
|
(700)
|
$30.890
|
|
Valence
|
8/16/2007
|
(300)
|
$30.940
|
|
Valence
|
8/16/2007
|
(200)
|
$30.960
|
|
Valence
|
8/16/2007
|
(300)
|
$30.970
|
|
Valence
|
8/16/2007
|
(1,000)
|
$31.010
|
|
Valence
|
8/16/2007
|
(800)
|
$31.020
|
|
Valence
|
8/16/2007
|
(242)
|
$31.030
|
|
Valence
|
8/16/2007
|
(500)
|
$31.060
|
|
Valence
|
8/16/2007
|
(300)
|
$31.090
|
|
Valence
|
8/16/2007
|
(300)
|
$31.100
|
|
Valence
|
8/16/2007
|
(325)
|
$31.110
|
|
Valence
|
8/16/2007
|
(200)
|
$31.130
|
|
Valence
|
8/16/2007
|
(1,100)
|
$31.170
|
|
Valence
|
8/16/2007
|
(600)
|
$31.180
|
|
Valence
|
8/16/2007
|
(600)
|
$31.200
|
|
Valence
|
8/16/2007
|
(300)
|
$31.210
|
|
Valence
|
8/16/2007
|
(200)
|
$31.240
|
|
Valence
|
8/16/2007
|
(300)
|
$31.250
|
|
Valence
|
8/16/2007
|
(200)
|
$31.260
|
|
Valence
|
8/16/2007
|
(200)
|
$31.270
|
|
Valence
|
8/16/2007
|
(700)
|
$31.300
|
|
Valence
|
8/16/2007
|
(500)
|
$31.350
|
|
Valence
|
8/16/2007
|
(600)
|
$31.360
|
|
Valence
|
8/16/2007
|
(200)
|
$31.370
|
|
Valence
|
8/16/2007
|
(500)
|
$31.400
|
|
Valence
|
8/16/2007
|
(200)
|
$31.660
|
|
Valence
|
8/17/2007
|
(500)
|
$32.150
|
|
Valence
|
8/17/2007
|
(1,400)
|
$32.270
|
|
Valence
|
8/17/2007
|
(300)
|
$32.280
|
|
Valence
|
8/17/2007
|
(400)
|
$32.300
|
|
Valence
|
8/17/2007
|
(300)
|
$32.320
|
|
Valence
|
8/17/2007
|
(400)
|
$32.340
|
|
Valence
|
8/17/2007
|
(300)
|
$32.380
|
|
Valence
|
8/17/2007
|
(600)
|
$32.400
|
|
Valence
|
8/17/2007
|
(200)
|
$32.420
|
|
Valence
|
8/17/2007
|
(200)
|
$32.440
|
|
Valence
|
8/17/2007
|
(300)
|
$32.460
|
|
Valence
|
8/17/2007
|
(300)
|
$32.470
|
|
Valence
|
8/17/2007
|
(500)
|
$32.480
|
|
Valence
|
8/17/2007
|
(200)
|
$32.500
|
|
Valence
|
8/17/2007
|
(400)
|
$32.540
|
|
Valence
|
8/17/2007
|
(1,200)
|
$32.550
|
|
Valence
|
8/17/2007
|
(700)
|
$32.560
|
|
Valence
|
8/17/2007
|
(300)
|
$32.600
|
|
Valence
|
8/17/2007
|
(200)
|
$32.690
|
|
Valence
|
8/17/2007
|
(200)
|
$32.700
|
|
Valence
|
8/17/2007
|
(300)
|
$32.710
|
|
Valence
|
8/17/2007
|
(300)
|
$32.730
|
|
Valence
|
8/17/2007
|
(200)
|
$32.740
|
|
Valence
|
8/17/2007
|
(300)
|
$32.750
|
|
Valence
|
8/17/2007
|
(100)
|
$32.760
|
|
Valence
|
8/17/2007
|
(500)
|
$32.780
|
|
Valence
|
8/17/2007
|
(200)
|
$32.870
|
|
Valence
|
8/17/2007
|
(300)
|
$32.880
|
|
Valence
|
8/17/2007
|
(200)
|
$32.910
|
|
Valence
|
8/23/2007
|
500
|
$26.660
|
|
Valence
|
8/23/2007
|
800
|
$26.790
|
|
Valence
|
8/23/2007
|
200
|
$26.830
|
|
Valence
|
8/23/2007
|
900
|
$26.840
|
|
Valence
|
8/23/2007
|
300
|
$26.860
|
|
Valence
|
8/23/2007
|
200
|
$26.900
|
|
Valence
|
8/23/2007
|
500
|
$26.940
|
|
Valence
|
8/23/2007
|
200
|
$26.960
|
|
Valence
|
8/23/2007
|
200
|
$27.050
|
|
Valence
|
8/23/2007
|
300
|
$27.100
|
|
Valence
|
8/23/2007
|
200
|
$27.120
|
|
Valence
|
8/23/2007
|
300
|
$27.130
|
|
Valence
|
8/23/2007
|
300
|
$27.150
|
|
Valence
|
8/23/2007
|
200
|
$27.160
|
|
Valence
|
8/23/2007
|
300
|
$27.240
|
|
Valence
|
8/23/2007
|
400
|
$27.290
|
|
Valence
|
8/23/2007
|
300
|
$27.310
|
|
Valence
|
8/23/2007
|
400
|
$27.340
|
|
Valence
|
8/23/2007
|
100,200
|
$27.350
|
|
Valence
|
8/23/2007
|
200
|
$27.420
|
|
Valence
|
8/23/2007
|
500
|
$27.500
|
|
Valence
|
8/23/2007
|
200
|
$27.510
|
|
Valence
|
8/23/2007
|
(900)
|
$26.900
|
|
Valence
|
8/23/2007
|
(600)
|
$26.980
|
|
Valence
|
8/23/2007
|
(900)
|
$27.020
|
|
Valence
|
8/23/2007
|
(250)
|
$27.180
|
|
Valence
|
8/23/2007
|
(500)
|
$27.500
|
|
Valence
|
8/23/2007
|
(300)
|
$27.660
|
|
Valence
|
8/23/2007
|
(500)
|
$27.820
|
|
Valence
|
8/23/2007
|
(400)
|
$27.840
|
|
Valence
|
8/23/2007
|
(100)
|
$27.870
|
|
Valence
|
8/23/2007
|
(100)
|
$27.890
|
|
Valence
|
8/23/2007
|
(200)
|
$27.910
|
|
Valence
|
8/23/2007
|
(200)
|
$28.000
|
|
Laminar
|
8/23/2007
|
4,259
|
$27.250
|
|
Laminar
|
8/23/2007
|
(447,893)
|
$26.764
|
|
Laminar
|
8/23/2007
|
(250,000)
|
$27.142
|
|
Laminar
|
8/23/2007
|
(4,000)
|
$27.170
|
|
Laminar
|
8/23/2007
|
(250,000)
|
$27.250
|
|
Laminar
|
8/23/2007
|
(111,312)
|
$27.364
|
|
Laminar
|
8/23/2007
|
(25,400)
|
$27.409
|
|
Laminar
|
8/23/2007
|
(250,000)
|
$27.642
|
|
Laminar
|
8/23/2007
|
(49,505)
|
$27.650
|
|
Laminar
|
8/23/2007
|
(14,949)
|
$28.500
|
|
Laminar
|
8/23/2007
|
(1,200)
|
$29.000
|
|
Valence
|
8/24/2007
|
(51,286)
|
$28.186
|
|
Valence
|
8/24/2007
|
(15,000)
|
$27.500
|
|
Laminar
|
8/24/2007
|
(200,000)
|
$27.995
|
|
The
trading dates, transactions, exercises and assignments, and the
price per
share implied by the transactions, for all transactions by the
Reporting
Persons in options of the Issuer since July 23, 2007 (the date
of the
Original Schedule 13D), which were all brokered transactions, are
set
forth below.
|
|||
|
Entity
|
Date
|
Security
Description
|
Action
|
National
number of shares
|
Price
|
|
Valence
|
7/30/2007
|
$60
January 2009 Put
|
Exercise
|
(19,400)
|
0
|
|
Valence
|
8/01/2007
|
$55
January 2009 Put
|
Exercise
|
(1,000)
|
0
|
|
Valence
|
8/07/2007
|
$50
January 2008 Short Put
|
Exercise
|
700
|
0
|
|
Valence
|
8/13/2007
|
$50
January 2008 Short Put
|
Exercise
|
20,900
|
0
|
|
(d)
Other than with respect to Common Shares which Valence has the
right to
acquire through call options, no person other than the Reporting
Persons
has the right to receive or the power to direct the receipt of
dividends
from, or the proceeds from the sale of, the Common Shares set
forth
above.
|
|||
|
(e)
As of August 24, 2007, each Reporting Person has beneficial ownership
of
less than 5% of the Common Shares issued and
outstanding.
|
|||
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
||
|
Item
6 of the Original Schedule 13D is hereby amended and restated in
its
entirety as follows:
|
|||
|
Valence
maintains an open short position on 34 put option contracts based
upon the
value of the Common Shares. In addition to the Common Shares
that it
beneficially owns without reference to these contracts, Valence
currently
has long economic exposure to 3,400 Common Shares through such
contracts. Valence maintains an open short position on 250 call
option contracts, and therefore currently has short economic exposure
to 25,000 Common Shares through such contracts. Valence also
maintains an open short position of 24,300 Common Shares. These
contracts and arrangements do not give the Reporting Persons
direct or
indirect voting, investment or dispositive control over any securities
of
the Issuer. Accordingly, the Reporting Persons disclaim any
beneficial ownership in any securities that may be referenced
in such
contracts and arrangements.
|
|||
|
Except
for the matters described herein, neither the Reporting Persons
nor, to
the best knowledge of any Reporting Person, any of the persons
listed in
Item 2 has any contract, arrangement, understanding or relationship
with
any person with respect to any securities of the Issuer.
|
|||
|
Item
7.
|
Material
to be filed as Exhibits
|
||
|
Exhibit
1
|
Power
of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co.,
Inc., in favor of the signatories hereto, among others, dated February
24,
2004.
|
||
|
Exhibit
2
|
Power
of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II,
Inc., in favor of the signatories hereto, among others, dated February
24,
2004.
|
||
SIGNATURES
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned, severally and not jointly, certifies that
the
information set forth in this statement is true, complete and
correct. Powers of Attorney, dated February 24, 2004, granted by
David E. Shaw in favor of Anne Dinning, Julius Gaudio, Lou Salkind, Stuart
Steckler and Eric Wepsic are attached hereto as Exhibit 1 and Exhibit 2 and
incorporated herein by reference.
Dated: August
24, 2007
D.
E.
SHAW LAMINAR PORTFOLIOS, L.L.C.
|
|
By: D.
E. SHAW & CO., L.L.C., as Managing
Member
|
|
|
By:/s/Julius
Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title:
Managing Director
|
D.
E.
SHAW VALENCE PORTFOLIOS, L.L.C.
|
|
By: D.
E. SHAW & CO., L.P., as Managing
Member
|
|
|
By:/s/Julius
Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title:
Managing Director
|
|
|
D.
E. SHAW & Co., L.L.C.
|
|
|
By:/s/Julius
Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title:
Managing Director
|
D.
E.
SHAW & Co., L.P.
|
|
By:/s/Julius
Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title:
Managing Director
|
DAVID
E.
SHAW
|
|
By:/s/Julius
Gaudio_____________
|
|
|
Name:
Julius Gaudio
|
|
|
Title:
Attorney-in-Fact for David E.
Shaw
|
Exhibit
1
POWER
OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
I,
David
E. Shaw, hereby make, constitute and appoint each of:
Anne
Dinning,
Julius
Gaudio,
Lou
Salkind,
Stuart
Steckler, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of
D.
E.
Shaw & Co., Inc. (acting for itself or as the general partner of
D. E. Shaw & Co., L. P. and general partner or managing member of other
entities, any which in turn may be acting for itself or other entities) all
documents, certificates, instruments, statement, other filings, and amendments
to the forgoing (collectively, “documents”) determined by such person to be
necessary or appropriate to comply with ownership or control-person reporting
requirements imposed by any United States or non-United States governmental
or
regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F,
and
13G required to be filed with the Securities and Exchange Commission; and
delivering, furnishing or filing any such documents with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person’s execution, delivery, furnishing, and/or
filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 5, 2001, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date:
February 24, 2004
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co., Inc.
/s/
David E. Shaw
New
York,
New York
Exhibit
2
POWER
OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
I,
David
E. Shaw, hereby make, constitute and appoint each of:
Anne
Dinning,
Julius
Gaudio,
Lou
Salkind,
Stuart
Steckler, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of
D.
E.
Shaw & Co. II, Inc. (acting for itself and as the managing member of D. E.
Shaw & Co., L.L.C., which in turn may be acting for itself or as the
managing member of other companies) all documents, certificates, instruments,
statement, other filings and amendments to the forgoing (collectively,
“documents”) determined by such person to be necessary or appropriate to comply
with ownership or control-person reporting requirements imposed by any United
States or non-United States governmental or regulatory authority, including
without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with
the
Securities and Exchange Commission; and delivering, furnishing or filing any
such documents with the appropriate governmental or regulatory authority. Any
such determination shall be conclusively evidenced by such person’s execution
and delivery, furnishing or filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 5, 2001, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: February
24, 2004
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co. II, Inc.
/s/
David E. Shaw
New
York,
New York